CONTRACT OF SALE
Exhibit 10.20
Date: February , 2002
Seller and Purchaser agree as follows:
Seller: American BioMedica Corporation
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Address: 000 Xxxxx Xxxx
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Xxxxxxxxxx, XX 00000
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Purchaser: Xxxxxx X. Xxxx Xx.
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Address: Xxxxxxx, Xxx Xxxx 00000
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1. Seller shall sell and Purchaser shall buy the Property on the terms stated
in this Contract.
2. The Property is described as follows:
ALL that certain tract piece or parcel of land with the improvements thereon
situate, lying and being in the Town of Stuyvesant, Columbia County, New York
shown on the map annexed hereto and consisting of 85.35 acres.
The sale includes:
(a) All buildings and improvements on the Property
(b) All right, title and interest, if any, of Seller in any land lying in
the bed of any street or highway, opened or proposed, in front of or adjoining
the Property to the center line thereof. It also includes any right of Seller to
any unpaid aware to which Seller may be entitled (1) due to taking by
condemnation of any right, title or interest of Seller and (2) for any damage to
the Property due to change of grade of any street or highway. Seller will
deliver to Purchaser at Closing, or thereafter, on demand, proper instruments
for the conveyance of title and the assignment and collection of the award or
damages.
(c) All fixtures and articles of personal property attached to or used in
connection with the Property, unless specifically excluded below. Seller
represents that they are paid for and owned by Seller free and clear of any lien
other than the Existing Mortgage(s). They include but are not limited to
plumbing, heating, lighting and cooking fixtures, fire, smoke, and burglar
alarms, radio and television aerials, blinds, shades, screens, awnings, storm
windows, window boxes, storm doors, mail boxes, weather vanes, flagpoles, pumps,
shrubbery, clothes washers, clothes dryers, garbage disposal units, wall to wall
carpeting and shed.
Excluded from the sale are:
Furniture and household furnishings
3. The purchase price is.........................................$ 150,000.00
payable as follows:
Initial Deposit...............................................$ 15,000.00
On the signing of this Contract by check subject to
Collection held by............................................$
By allowance for the principal amount still unpaid
on the existing mortgage......................................$__,__.__
By a Purchase Money Note and Mortgage from
Purchaser (or assigns) to Seller:.............................$__,__.__
BALANCE AT CLOSING............................................$135,000.00
The BALANCE AT CLOSING shall be paid in cash or good certified check, or
official check of any bank, savings bank, trust company, or savings and loan
association having a banking office in the State of New York. A check must be
payable to the order of Seller, or to the order of Purchaser and duly endorsed
by Purchaser (if other than a corporation) to the order of Seller in the
presence of Seller or Seller's attorney.
4. The Property will be conveyed subject to the continuing lien of the
following mortgage ("Existing Mortgage"):
Mortgage now in the unpaid principal amount of $............ and interest
at the rate of _____% per year, presently payable in ....installments of
$............which includes principal, interest, and with any balance of
principal being due and payable on ____________.
5. If a purchase money note and mortgage is to be given it shall be drawn by
the attorney for the Seller. Purchaser shall pay for the mortgage recording
tax, recording fees and the charge for drawing the note and mortgage. The
purchase money note and mortgage shall provide that it will always be
subject to the prior lien of any Existing Mortgage even though the Existing
Mortgage is extended, consolidated or refinanced in good faith.
6. The Property is to be conveyed subject to:
(a) Applicable zoning and governmental regulations that affect the use and
maintenance of the Property provided that they are not violated by
buildings and improvements on the Property.
(b) Conditions, agreements, restrictions and easements of record.
(c) Any state of facts and inspection or survey of the Property may show
it does not make the title to the Property unmarketable.
(d) Existing tenancies.
(e) Unpaid assessments payable after the date of the transfer of title.
7. Seller may pay and discharge any liens or encumbrances not provided for in
this Contract. Seller may make payment out of the balance of the Purchase
paid by Purchaser on the transfer of title.
8. At the Closing Seller shall deliver to Purchaser a Bargain and Sale with
Covenant deed so as to convey a fee simple title to the Property free and
clear of all encumbrances except as stated in this Contract. The deed shall
be prepared, signed and acknowledged by Seller and transfer tax stamps in
the correct amount shall be affixed to the deed, all at Seller's expense.
The deed shall contain a trust fund clause as required by Section 13 of the
Lien Law.
9. The following are to be apportioned pro-rata to the date of transfer:
(a) Rents as and when collected
(b) Interest on the Existing Mortgage
(c) Taxes, water rates and sewer rates based on the fiscal period for
which assessed.
(d) Premiums on existing transferable insurance policies and renewals on
those expiring prior to closing.
(e) Fuel, if any.
10. If there is a water meter on the Property, Seller shall furnish a reading
to a date not more than thirty days prior to the time herein set for
Closing. The unfixed meter charge and sewer rent, if any, shall be
apportioned on the basis of this last reading.
11. This Contract does not provide for what happens in the event of fire or
casualty loss before the title closing. Unless different provision is made
in this Contract, Section 5-1311 of the General Obligations Law will apply.
12. Purchaser has inspected the building and improvements on the Property and
the personal property included in this sale. Purchaser agrees to take title
"as is" and in their present condition subject to reasonable use and
natural deterioration between now and the time of closing.
13. If Seller is unable to convey title in accordance with this Contract,
Seller's only liability is to refund all money paid on account of this
Contract and pay charges made for examining title.
14. The Closing will take place at the office of the Seller's attorney at 10:00
AM on or before April 1, 2002
15. Purchaser has not dealt with any broker in connection with this sale.
16. All money paid on account of this Contract, and the reasonable expenses of
examination of the title to the Property and of any survey or inspection
charges are hereby made liens on the Property. The liens shall not continue
after default by Purchaser.
17. Any notice or other communication from one party to the other shall be in
writing and sent by registered or certified mail in a postpaid envelope
addressed to the party at the address above. The address above may be
changed by notice to the other party.
18. All prior understandings and agreements between Seller and Purchaser are
merged in this Contract. This Contract completely expresses their full
agreement and has been entered into after full investigation. Neither party
is relying upon statements made by anyone that is not a party to this
Contract.
19. This Contract may not be changed or ended orally.
20. This Contract shall apply to and bind the distributes, executors,
administrators, successors and assigns of the Seller and Purchaser.
21. If there are more than one Purchase or Seller the words "Purchaser" and
"Seller" used in this Contract includes them.
22. See attached Rider.
Seller and Purchaser have signed this Contract as of the date at the top of
first page.
WITNESS SELLER
American BioMedica Corporation
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/s/ Xxxx Xxxxxxxxx
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PURCHASER
/s/ Xxxxxx X. Xxxx Xx.
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Xxxxxx X. Xxxx Xx.
RIDER TO CONTRACT AMERICAN BIOMEDICA TO MINK
1. The parties hereto agree that the purchase price shall be allocated as
follows:
A. For the purchase of the land $86,000 and;
B. For the purchase of the time on the land $64,000
2. The parties agree that the contract deposit of $15,000 shall be held in
escrow by Xxxxxxx X. Better, attorney for Seller.
3. The obligations of the Seller herein are contingent upon and obtaining at
its own expense a variance from the Town of Stuyvesant Zoning Board of
Appeals and a sub-division approval from the Town of Stuyvesant Planning
Board to convey the property contemplated to be sole herein. Seller shall
use all due diligence to try and effectuate this transfer in a timely
fashion. Seller shall be responsible for the costs associated with that
transfer except any costs associated with a percolation test for septic
suitability for the location of a single family residence on the contract
premises. Such cost, if required or desired by the purchaser shall be borne
by the purchaser solely.
4. In addition to conveying the 83.35 acres Seller shall convey an easement
shown on the map annexed hereto as Exhibit A. Seller shall be responsible
for all costs associated with the conveyance of that easement.
5. The transfer of title shall take place on or about April 1, 2002 or within
30 days after the obtaining of the necessary approvals to convey the
property as herein contemplated.
American BioMedica Corporation
By: /s/ Xxxx Xxxxxxxxx
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/s/ Xxxxxx X. Xxxx Xx.
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Xxxxxx X. Xxxx Xx.
